SEC Company Response from 1847 Holdings LLC (CIK 0001599407) (LBRA) — Feb 5, 2020
1847 Holdings LLC (CIK 0001599407)
Date: Feb. 5, 2020 · CIK: 0001599407 · Accession: 0001213900-20-002676
AI Filing Summary & Sentiment
File numbers found in text: 333-236041
Referenced dates: February 4, 2020
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CORRESP
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filename1.htm
1847 HOLDINGS LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
February 5, 2020
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Scott Anderegg
Re: 1847 Holdings LLC
Registration Statement on Form S-1
Filed January 23, 2020
File No. 333-236041
Gentlemen:
We hereby submit the responses of 1847
Holdings LLC (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated February 4, 2020, providing
the Staff’s comments with respect to the Company’s Registration Statement on Form S-1 (as amended, the “Registration
Statement”).
For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.
Form S-1 filed January 23, 2020
Cover Page
1. We note that your shares are quoted on the OTC Pink marketplace. Please note that an at-the-market
resale offering under Rule 415 is not available for registrants quoted on the OTC Pink marketplace. Please revise your prospectus
to set a fixed price at which the selling shareholders will offer and sell their shares until your shares are quoted on the OTC
Bulletin Board, the OTCQX, the OTCQB or listed on a national securities exchange. Please make the appropriate revisions on the
front cover page of the prospectus and plan of distribution section.
Response:
We have revised our prospectus to set a fixed price at which the selling shareholders will offer and sell their shares until our
shares are quoted on the OTCQX, the OTCQB or listed on a national securities exchange.
Description of Securities
Agreement to be Bound by our Operating
Agreement; Power of Attorney, page 111
2. We note the waiver to trial by jury in Section 15.14 of your Second Amended and Restated Operating
Agreement. Please include a description of this provision in your prospectus and disclose whether the provision extends to U.S.
federal securities law claims. If the jury trial waiver provision does apply to claims under the federal securities laws, please
revise your disclosure to state that by agreeing to the provision, investors will not be deemed to have waived your compliance
with the federal securities laws and the rules and regulations promulgated thereunder. Finally, please provide additional risk
factor disclosure related to the enforceability of the jury trial waiver provision, as applicable.
Response:
We have revised our prospectus to disclose the jury trial waiver provision and to
discuss the enforceability of such provision under U.S. federal securities laws. In accordance with the Staff’s comment,
we have included a statement that this provision will not serve as a waiver by shareholders or by us of compliance with
the federal securities laws and the rules and regulations promulgated thereunder. Finally, we have added a risk factor to address
the enforceability of the jury trial waiver provision.
U.S. Securities and Exchange Commission
February 5, 2020
Page 2
If you would like to discuss any of the
responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (212)
417-9800 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).
Sincerely,
1847 Holdings LLC
By:
/s/ Ellery W. Roberts
Ellery W. Roberts
Chief Executive Officer
cc: Louis A. Bevilacqua, Esq.